EXECUTION VERSION






                            AIRCRAFT LEASE EXTENSION AND AMENDMENT AGREEMENT No. 2





                                        Dated as of September 29, 2000



                                                    Between



                                     GENERAL ELECTRIC CAPITAL CORPORATION

                                                   as Lessor



                                                      and



                                            FRONTIER AIRLINES, INC.

                                                   as Lessee







                                                 in respect of
                                  Aircraft Lease Agreement dated as of October 20, 1995
                        relating to one Boeing 737-301 aircraft manufacturer's serial number 23257





THIS AGREEMENT is dated as of September 29, 2000

BETWEEN:

GENERAL ELECTRIC CAPITAL CORPORATION, a company incorporated under the laws of New York whose headquarters
are at 260 Long Ridge Road, Stamford, CT 06927 ("Lessor"); and

FRONTIER AIRLINES, INC., a company incorporated under the laws of Colorado whose headquarters are at 12015
East 46th Avenue, Denver, Colorado 80239 ("Lessee").

WHEREAS: